Securities code: 688171 securities abbreviation: Weide Information Announcement No.: 2022005 Guangdong Weide Information Technology Co., Ltd
On the use of some temporarily idle raised funds
Announcement of cash management
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Guangdong Weide Information Technology Co., Ltd. (hereinafter referred to as "the company" or "Weide information") held the 11th meeting of the first board of directors and the 7th Meeting of the first board of supervisors on March 1, 2022, and deliberated and adopted the proposal on using some temporarily idle raised funds for cash management respectively. It is agreed that the company will not affect the investment of the raised funds, the implementation of the investment projects of the raised funds and the safety of the raised funds, and use part of the idle raised funds of no more than RMB 350 million (including this amount) for cash management to purchase products with high safety, good liquidity and meeting the requirements of capital preservation, And such cash management products shall not be used for pledge or investment for the purpose of securities investment. It shall be valid for 12 months from the date of deliberation and approval by the general meeting of shareholders. Within the above limit and period, the funds can be recycled and used. The general meeting of shareholders authorizes the board of directors, the board of directors to delegate the chairman or his authorized person to sign relevant contract documents within the cash management limit approved by the general meeting of shareholders; At the same time, the Finance Department of the company is authorized to handle the relevant procedures of cash management business. The independent directors of the company have expressed unanimous independent opinions on the above matters, and the recommendation institution Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "recommendation institution") has issued clearly agreed verification opinions on this matter. Relevant matters are hereby announced as follows: I. Basic information of raised funds
With the approval of registration of initial public offering of Guangdong Weide Information Technology Co., Ltd. (zjxk [2021] No. 3836) issued by China Securities Regulatory Commission, the company issued 20943400 ordinary shares (A shares) in RMB for the first time, with an issue price of 28.68 yuan per share and a total raised capital of 600656712 yuan, After deducting the issuance expenses of RMB 8005583444, the net amount of funds actually raised is RMB 520 Cetc Energy Joint-Stock Co.Ltd(600877) 56. Tianjian Certified Public Accountants (special general partnership) verified the receipt of the raised funds and issued the capital verification report (Tianjian Yan (2022) No. 7-10) on January 24, 2022. The company has adopted the special account storage management for the raised funds in accordance with the regulations, and signed the tripartite supervision agreement for the raised funds with the recommendation institution and the special account supervision bank. 2、 Use of raised funds
According to the company's prospectus for initial public offering and listing on the science and innovation board, the investment projects of the raised funds after deducting the issuance expenses are as follows:
Unit: 10000 yuan
S / n project name total investment plan simulation investment raised funds
1 R & D and industrialization project of new generation intelligent security products 20160452016045
2 information security R & D center construction project 719132
3. Marketing network construction project 669747669747
4. Supplementary working capital project 8 China High-Speed Railway Technology Co.Ltd(000008) 00000
Subtotal 4204924
3、 Basic information of cash management using some temporarily idle raised funds this time
(I) investment purpose
In order to improve the use efficiency of the raised funds, make rational use of the temporarily idle raised funds, increase the company's income and obtain more returns for the company and shareholders without affecting the daily operation fund demand and the safety of the raised funds.
(II) approval procedure
The 11th meeting of the first board of directors and the 7th Meeting of the first board of supervisors were held on March 1, 2022, and the proposal on using some temporarily idle raised funds for cash management was deliberated and adopted respectively. (III) investment varieties
On the premise of ensuring liquidity and capital security, the varieties of investment are structured deposits or financial products with high security, good liquidity, principal guaranteed, low risk and short-term (within 12 months). The above-mentioned financial products shall not be used for pledge or investment for the purpose of securities investment.
(IV) investment amount and term
Within 12 months from the date of deliberation and approval by the general meeting of shareholders, the company plans to use the temporarily idle raised funds of no more than 350 million yuan for cash management. Within the validity period of the above-mentioned amount and resolution, the funds can be recycled.
(V) implementation mode
The company authorizes the chairman or his authorized person to exercise the decision-making power of cash management investment within the authorized amount and period and sign relevant contract documents. The specific matters shall be organized and implemented by the Finance Department of the company.
(VI) information disclosure
The company will timely fulfill the obligation of information disclosure in accordance with the requirements of relevant regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, and the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation.
(VII) distribution of cash management income
The proceeds from the company's use of idle raised funds for cash management shall be owned by the company, and the funds shall be managed and used in strict accordance with the requirements of the CSRC and Shanghai Stock Exchange on the regulatory measures for raised funds. After the cash management expires, it will be returned to the special account for raised funds. 4、 Investment risk and risk control measures
(I) investment risk although this cash management is to purchase investment products with high safety, good liquidity and guaranteed principal, the financial market will be affected by the macro-economy. Although the company will intervene in a timely and appropriate manner according to the economic situation and changes in the financial market, it does not rule out that the investment is affected by market fluctuations.
(II) risk control measures
1. The company will make decisions, manage, inspect and supervise investment products in strict accordance with relevant laws, regulations and rules such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and strictly control the safety of funds. The company will report the investment situation to the board of directors on a regular basis.
The company will disclose the purchase and profit and loss of financial products in accordance with the relevant provisions of the exchange.
2. Relevant personnel of the company's management will timely analyze and track the investment direction of financial products and project progress. If adverse factors are found or judged in the evaluation, corresponding measures will be taken in time to strictly control the investment risk.
3. The internal audit department of the company is responsible for auditing and supervising the use and custody of funds purchased by the company for investment products, conducting comprehensive inspection every quarter, reasonably predicting the possible gains and losses of various investments according to the principle of prudence, and reporting to the audit committee of the board of directors of the company.
4. The independent directors and the board of supervisors have the right to supervise and inspect the use of financial funds. When necessary, professional institutions can be hired for audit.
5. The company will perform the obligation of information disclosure in a timely manner in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. 5、 Impact on the company
(I) the use of some idle raised funds for cash management this time is carried out on the premise of ensuring that the implementation of the company's investment plan of raised funds is not affected and the investment risk is effectively controlled. It will not affect the development and construction process of the company's projects with raised funds, and there is no damage to the interests of the company and shareholders.
(II) appropriate and timely cash management of idle raised funds is conducive to improve the efficiency of fund use, obtain certain investment income, and seek more investment returns for the company and shareholders. 6、 Description of special opinions
(I) opinions of independent directors
The independent directors believe that the company's use of temporary idle raised funds up to 350 million yuan for cash management within 12 months from the date of deliberation and approval by the general meeting of shareholders will not affect the normal implementation of raised investment projects, nor will it have a negative impact on the company's main business. The management of some temporarily idle raised funds can ensure the utilization efficiency of raised funds and obtain more investment returns for the company and shareholders. This behavior does not change the purpose of the raised funds and damage the interests of shareholders, and complies with laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of the raised funds of listed companies, the Listing Rules of the Shanghai Stock Exchange Kechuang board, and the guidelines for the self-discipline supervision of listed companies on the Shanghai Stock Exchange Kechuang board No. 1 - standardized operation Regulations, normative documents and the measures for the administration of raised funds of Guangdong Weide Information Technology Co., Ltd.
To sum up, the independent directors of the company agree that the company can legally and legally use part of the temporarily idle raised funds for cash management.
(II) opinions of the board of supervisors
The board of supervisors believes that: on the premise of ensuring that it will not affect the investment of the raised funds, the implementation of the investment projects of the raised funds and the safety of the raised funds, the company will use part of the idle raised funds with a maximum of 350 million yuan (including the capital) for cash management to purchase financial products with high safety, good liquidity and meeting the capital preservation requirements, It is conducive to improving the use efficiency and operation management efficiency of raised funds, obtaining certain investment income, which is in line with the interests of the company and all shareholders, relevant laws and regulations, normative documents, the articles of association, the company's raised funds management system and other relevant provisions. The deliberation and voting of this matter comply with the relevant provisions of the company law and the articles of association, and the procedures and resolutions are legal and effective.
In conclusion, the board of supervisors agreed to the company's use of some temporarily idle raised funds for cash management. (III) verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
Weide information uses the temporarily idle raised funds for cash management this time, and there is no change or disguised change in the purpose of the raised funds and damage to the interests of shareholders, which will not affect the normal progress of the investment project of the raised funds. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange's science and innovation board and the articles of association, the above matters do not need to be submitted to the general meeting of shareholders for deliberation. The matter has been deliberated and approved by the board of directors, the board of supervisors and independent directors have expressed their consent and fulfilled the necessary procedures, and the relevant proposals need to be submitted to the general meeting of shareholders for deliberation, Comply with the Listing Rules of Shanghai Stock Exchange's science and innovation board, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), and other laws Relevant provisions of administrative regulations, departmental rules and business rules. The sponsor agrees that Weide information will use some temporarily idle raised funds for cash management this time. 7、 Documents for reference 1. Resolutions of the 11th meeting of the first board of directors 2. Resolutions of the 7th Meeting of the first board of supervisors 3. Independent opinions of independent directors on matters related to the 11th meeting of the first board of directors. It is hereby announced
Board of directors of Guangdong Weide Information Technology Co., Ltd. March 2, 2022
